SS Lecture 6 - SS Lecture 6 Overview Member decision-making...

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1 SS Lecture 6 Overview • Member decision-making HRS ch 6 • Members’ Meetings HRS ch 7 • Decision making without a meeting HRS 1 ¶7-500-¶7-580 • Fixing procedural irregularities HRS ¶7- 600-¶7-6801 Member decision-making; HRS ch 6 Power to make decisions is divided between: 2 the members in general meeting the board of directors Division is made by internal governance rules, CA 2001 and general principles of company law What decisions do members make? • Certain decisions are reserved to the members by the internal management rules, the CA 2001 or the general principles of co law 3 • Generally > member dcn-making in a public co and > still if listed •Why? What issues do members typically decide? Typically , members may decide: – Constitutional and structural matters – Director appointment and remuneration; appointment of auditors 4 – Related party transactions(public only) – Some significant transactions(listed only) – To wind up co • But depends on internal mgmt rules • Member approval is required to: – adopt, modify or repeal the constitution: s 136 – change the company’s name: s 157 change type e g from pty to public: s 162 5 – change type, e.g. from pty to public: s 162 - make some changes to share capital, eg consolidation or division of shares: s 254H(1) - vary class rights unless constn provides a procedure for this: s 246B Variation of class rights • Section 246B: variation or cancellation permitted only: – in accordance with the constitution, s 246B(1) or 6 – where the constitution is silent, by special resolution of the company and a separate special resolution of the class: s 246B(2)
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SS Lecture 6 - SS Lecture 6 Overview Member decision-making...

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